8-K 1 hear-8k_20190813.htm 8-K hear-8k_20190813.DOCX.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

  CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 12, 2019

(Date of earliest event reported) 

Turtle Beach Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Nevada

 

001-35465

 

27-2767540

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

11011 Via Frontera, Suite A/B

San Diego, California 92127

(Address of principal executive offices)

(888) 496-8001

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

HEAR

Nasdaq Stock Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 


 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On August 12, 2019, the Board of Directors (the “Board”) of Turtle Beach Corporation (the “Company”) appointed Kelly Thompson as a director of the Company filling a vacancy on the Board. Ms. Thompson will serve as a member of the Board’s Compliance and Governance Committee.

 

Ms. Thompson is a respected retail leader with a unique blend of operational and functional capabilities. From 2017-2019 she was the COO of samsclub.com and member of the CEO’s Leadership Committee with responsibility for eCommerce Merchandising, Business Intelligence, Marketing, Supply Chain, Business Operations, a multi-billion dollar omni P&L and the CEO’s “Digital” Initiative. Prior to samsclub.com, Ms. Thompson spent 7 years as Chief Merchant of walmart.com and grew the business through product and category expansion, maximizing early phase omni channel programs, building new technology to scale growth, and developing a world class team of merchants accountable for category level P&Ls. Her ability to manage people and deliver results lead to additional oversight of Planning, Distribution, Marketplace, Pricing, Shipping and Services in addition to Merchandising. From 1997 to 2007 Ms. Thompson held various Merchandising roles at Gap, working her way from trainee to Divisional Merchandising Manager. Ms. Thompson holds a B.S. degree in Biology from the University of California San Diego.

 

In connection with her appointment to the Board, Ms. Thompson will be entitled to receive a cash retainer pursuant to the Company’s non-employee director compensation policy and options to purchase $50,000 in value of the Company’s common stock, par value $0.001 per share (“Common Stock”), and restricted Common Stock awards with a value of $50,000, pursuant to the Company’s 2013 Stock-Based Incentive Compensation Plan, as amended.

 

Additional information regarding Ms. Thompson’s appointment as a director is contained in the press release attached hereto as Exhibit 99.1.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Exhibit Description

99.1 Press Release issued by Turtle Beach Corporation dated August 13, 2019

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

TURTLE BEACH CORPORATION

 

 

 

Date:

August 13, 2019

By:

/S/ JOHN T. HANSON

 

 

 

John T. Hanson

Chief Financial Officer, Treasurer and Secretary